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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K
 
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended February 29, 2024
 
or
 
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
 
Commission file number 333-272825
 
ALIXO-YOLLOO CORP.
(Exact name of registrant as specified in its
charter)


Nevada
 
37-1922983
 
7371

(State or Other Jurisdiction of Incorporation or Organization)
 

(I.R.S. Employer
Identification Number)
 
(Primary Standard Industrial Classification Code Number)

 
Business
Center Sunkar, Building 47B, Aktau
130002
Kazakhstan
Tel. +1-252-34-66-180
Email: generaloffice@alixo-yolloo.com


(Address and telephone number of principal executive
offices)
 


Securities registered under Section 12(b) of the Exchange Act:

 

Title of each class
 
Trading Symbol
 
Name of each exchange on which registered

N/A
 
N/A
 
N/A

 

Securities registered under Section 12(g) of the Exchange Act:

 

None

(Title of Class)

 
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]      No [X]
 
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]
 
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [X]       No [ ]
 
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Yes [X]       No [ ]
 
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act:
 


Large accelerated filer
[ ]
Accelerated filer
[ ]

Non-accelerated Filer
[X]
Smaller reporting company
[X]

(Do not check if a smaller reporting company)
Emerging growth company
[X]

 
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
 
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]       No [X]
 
The aggregate market value of voting
stock held by non-affiliates of the registrant, as of February 29, 2024, the last business day of the registrant’s most recently
completed fiscal year , was $0. 
State the number of shares outstanding of each of
the issuer's classes of common equity, as of the latest practicable date:  6,695,000 common shares issued and outstanding as
of June 11, 2024.
 

 
 

 
 
 
TABLE OF CONTENTS
 


 
 
 

 
 
Page

 
 
 

PART I
 
 

 
 
 

Item 1.
Description of Business.
4

Item 1A.
Risk Factors.
5

Item 1B.
Unresolved Staff Comments.
5

Item 2
Properties.
6

Item 3.
Legal proceedings.
6

Item 4.
Mine Safety Disclosures.
6

 
 
 

PART II
 
 

 
 
 

Item 5.
Market for Common Equity and Related Stockholder Matters.
6

Item 6.
Selected Financial Data.
7

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
7

Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
10

Item 8.
Financial Statements and Supplementary Data.
10

Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
24

Item 9A.
Controls and Procedures.
24

Item 9B.
Other Information.
25

 
 
 

PART III
 
 

 
 
 

Item 10
Directors, Executive Officers, and Control Persons of the Company.
25

Item 11.
Executive Compensation.
28

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
29

Item 13.
Certain Relationships and Related Transactions, and Director Independence.
30

Item 14.
Principal Accounting Fees and Services.
30

 
 
 

PART IV
 
 

 
 
 

Item 15.
Exhibits
30

 
 
 

Signatures
31

 
3
 
 


PART I
Item 1. Description of Business
 
DESCRIPTION OF BUSINESS
 
General
Established in Nevada in 2019, Alixo-Yolloo Corporation
specializes in providing music-recognition services through its mobile application called 'Alixo.' The application allows users to identify
music tracks based on short samples recorded via their device's microphone. Alixo app is available for download on Google Play. A mobile
application designed to help users identify music tracks based on short samples recorded via their device's microphone. The application
utilizes advanced algorithms for music recognition, enabling users to quickly and easily discover new music. The app's functionality includes
basic identification of music tracks, without involving reproduction or distribution of copyrighted material.
 
Furthermore, Alixo-Yolloo Corporation offers an API
rental service through its website for music recognition and listening applications. This service allows other applications to integrate
music recognition functionality using the same neural network database employed by the Alixo app. API plans can be accessed through the
website: https://alixo-yolloo.com/.
 
Corporate Organization
 
Alixo-Yolloo Corporation was incorporated under the
laws of the State of Nevada, U.S. on January 17, 2019. Our Operational Office and Directors Location is maintained at: Business Center
Sunkar, Building 47B, Aktau, 130002 Kazakhstan and we can be reached via phone at +1-252-34-66-180.
 
Competitive strengths 
 
We believe that the following strengths contribute
to our success and differentiate us from our competitors:


 
·
Our innovative software, including the use of audio imprint with 2D spectrogram, sets us apart from our competitors. This technology allows for fast and accurate music recognition, providing users with an efficient and user-friendly experience.

 


 
·
Our mobile application and API rental service provide a unique and comprehensive solution for music recognition and listening, making it easier for users to expand their media library and enjoy their favorite tracks with ease.

 
 


 
·
Our user-friendly interface, intuitive design, and efficient functionality make our mobile application and API rental service easy to use, ensuring a positive user experience.

 


 
·
Our commitment to data privacy and security sets us apart from competitors, as we employ robust security protocols to protect user information and maintain user trust.

 


 
·
Our competitive pricing for our API rental service, along with our revenue-sharing model with application developers, offers affordable and accessible solutions to a wide range of customers.

 


 
·
Our management is committed to constantly improving and evolving our technology to meet the changing needs of our users and to stay ahead of the competition.

 


 
·

In the near future, our upcoming integration of artificial
    intelligence will enhance our competitive edge, offering personalized track recommendations tailored to users' preferences and search
    history.
 
 


 
 4
 
 
Growth strategies 
 
We intend to grow our business using the following
key strategies:
• Further develop Alixo app to include new functions
such as creating personal playlists, text search for songs, social function integration (social media), and song search history function.
• Generate revenue through API packages.
• Continuously improve and enhance the user experience
of our products and services.
• Explore new markets and business opportunities
globally.
• Increase brand awareness and marketing efforts
through targeted advertising and partnerships.
• Expand our product offerings through strategic
partnerships and acquisitions.
• Permanently monitor and adapt to changes in
the industry and market trends.
• Invest in customer service and support to ensure
high levels of customer satisfaction and retention.
• Expand our business globally by localizing
our application in different languages and adapting it to regional market needs.
 
Regulation
 
As a company, we understand the importance of complying
with all applicable regulations, rules, and directives of governmental authorities and agencies. While we do not anticipate any immediate
government approvals or regulations impacting our business, we remain committed to maintaining compliance with all applicable laws and
regulations in any jurisdiction where we conduct activities.
 
Regarding intellectual property, we currently have
not obtained any copyrights, patents, or trademarks, and we do not anticipate filing any applications related to any assets over the next
12 months. However, we recognize the importance of protecting our intellectual property and may consider taking appropriate measures to
do so in the future.
 
Employees
 
We are a development stage company and currently have
no employees, other than our board of directors, Rassul Sadakbayev, Director and Roman Zhezhel who takes the position of the President,
Treasurer, Secretary and Director.
Government Regulation 
We will be required to comply with all regulations,
rules, and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities.
We do not believe that regulation will have a material impact on the way we conduct our business.
 
Item 1A.  Risk Factors
 
Not applicable to smaller reporting
companies.
 
Item 1B. Unresolved Staff Comments
 
Not applicable to smaller reporting companies.
 
5

 
 

 
 
Item 2.  Properties.
 
We do not own any real estate or other properties.  
 
Item 3.  Legal Proceedings
 
During the past ten years, none of the following occurred
with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting him involvement in any type of business, securities or
banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading
commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
 
We are not currently a party to any legal proceedings,
and we are not aware of any pending or potential legal actions.
 
Item 4.  Mine Safety Disclosures
 
Not applicable.
 
PART II
 
Item 5. Market for Common Equity and Related Stockholder Matters      
 
MARKET INFORMATION
  
There is currently no public trading market for our
common stock and no such market may ever develop. While we intend to seek and obtain quotation of our common stock for trading on the
OTC Markets, there is no assurance that our application will be approved. An application for quotation on the OTC Markets must be submitted
by one or more market makers who:
 
·are
approved by FINRA; 
·who
agree to become a market maker in the security; and 
·who
demonstrate compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTC Bulletin Board, the OTCQX or the OTCQB
or on a securities exchange. 
 
In order for a security to be eligible for quotation
by a market maker, the Company will be required to meet a ($0.01) bid price test, provide information based upon their reporting standard
(SEC Reporting, Bank Reporting or International Reporting), and submit an annual OTC Markets Certification signed by our Chief Executive
Officer or Chief Financial Officer.
 
 
  
6


HOLDERS
  
As of June 11, 2024, the Company had 6,695,000 shares of our common stock
issued and outstanding held by our shareholders.
  
DIVIDEND POLICY
  
We have not declared or paid dividends on our common
stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if
any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results
of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions
on our ability to declare or pay dividends.
  
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION
PLANS
  
We have no equity compensation or stock option plans.
 
RECENT SALES OF UNREGISTERED SECURITIES
 
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
 
During November 2023 the Company issued 25,000 shares
of common stock for cash proceeds of $500 at $0.02 per share.
 
During December 2023 the Company issued 555,000 shares
of common stock for cash proceeds of $11,100 at $0.02 per share.
 
During January 2024 the Company issued 185,000 shares
of common stock for cash proceeds of $3,700 at $0.02 per share.
 
During February 2024 the Company issued 930,000 shares
of common stock for cash proceeds of $18,600 at $0.02 per share.
 
As of February 29, 2024 and February 28, 2023, the
Company had 6,695,000 and 5,000,000 shares issued and outstanding, respectively.
 
OTHER STOCKHOLDER MATTERS
 
None.
 
Item 6. Selected Financial Data
 
Not applicable to smaller reporting companies.
 
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
 
Results of Operations
for the years ended February 29, 2024 and February 28, 2023:
 
 
7


Revenues
For the years ended February 29, 2024 and February
28, 2023, the Company generated total revenue of $21,518 having sold the Application Programming Interface (API) packages provided on
its website and $0, respectively.
 
Operating expenses
Total expenses for the year ended February
29, 2024 were $27,422 ($1,342) for the year ended February 28, 2023) consisting of general and administrative expenses. Expenses increased
in the year ended February 29, 2024 primarily due to the professional fees.
Other Income (Expenses)
Total other expenses for
the years ended February 29, 2024 and February 28, 2023 was $867 and $0, respectively. The other expenses included the loss on sale of
the intangible asset.
 
Net Losses
The company recorded a net loss of $6,771 for
the year ended February 29, 2024, and $1,342 for the year ended February 28, 2023.
Liquidity and Capital Resources
 
As of February 29,
2024 we have cash reserves of approximately $9,073 and our liabilities are $ 79,998, comprising $ 43,648 accounts payable and $36,350
owed to Rassul Sadakbayev, our director. The available capital reserves of the Company are not sufficient for the Company to remain operational.
As of February 28,
2023 we have cash reserves of approximately $7,511 and our liabilities are $48,208, comprising $31,828 accounts payable and $16,380 owed
to Rassul Sadakbayev, our director. The available capital reserves of the Company are not sufficient for the Company to remain operational.
Shareholders’ equity (deficit) has increased
from $929 as of February 28, 2023 to $28,058 as of February 29, 2024.
 
The Company has accumulated a deficit of $10,842 as
of February 29, 2024, compared to $4,071 as of February 28, 2023, and further losses are anticipated in the development of its business.
Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.  
 
Net cash used in operating activities for the
year ended February 29, 2024, was $62,308 ($23,680 – for the year ended February 28, 2023).
Cash flows from investing activities for the year
ended February 29, 2024, was $10,000 ($34,820 - for the year ended February 28, 2023).
 
Cash flows from financing activities for the year
ended February 29, 2024, was $53,870 ($16,380 - for the year ended February 28, 2023).
 
 
8
 
Critical Accounting
Policies and Significant Judgments and Estimates
 

Use of Estimates
The preparation of financial
statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements
and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Revenue Recognition
 
The Company recognizes revenue
in accordance with Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customer".
The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its
obligations under each of its agreements:
 
Step 1: Identify the contract
with a customer
Step 2: Identify the performance
obligations in the contract
Step 3: Determine the transaction
price
Step 4: Allocate the transaction
price to the performance obligations in the contract
Step 5: Recognize revenue
when (or as) the entity satisfies a performance obligation
 
The Company recognizes revenue
when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product. There are
no additional performance obligations. The transaction price is fixed in the invoice. The Company does not apply discounts.
 
Recent Accounting Pronouncements
 
The Company has reviewed
all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these
pronouncements will have a material impact on the Company’s financial reporting.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources.
 
Limited Operating History and Need for Additional
Capital
 
There is no historical
financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated
sufficient revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in
the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases
in services and products.
We have no assurance
that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable
to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholder.
9
 
 


Item 7A. Quantitative
and Qualitative Disclosures about Market Risk.
 
Not applicable for smaller
reporting companies.
 
Item 8. Financial Statements
and Supplementary Data.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10
 
 
 

INDEX TO AUDITED FINANCIAL
STATEMENTS
 
ALIXO-YOLLOO CORPORATION
 
FEBRUARY 29, 2024
 


 
Page

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 6993)
12

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 6778)
13-14

Balance Sheets as of February 29, 2024 and February 28, 2023
15

Statement of Operations for the years ended February 29, 2024 and February 28, 2023
16

Statement of Stockholders' Equity for the years ended February 29, 2024 and February 28, 2023
17

Statement of Cash Flows for the years ended February 29, 2024 and February 28, 2023
18

Notes to the Condensed Financial Statements 
19

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11

 
 
 
 

 
 
 
 
Report of the Independent Registered Public Accounting
Firm
To the shareholders and the board of directors of
Alixo-Yolloo Corporation.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of
Alixo-Yolloo Corporation as of February 29, 2024, and the related statements of operations, stockholders' equity, and cash flows for the
year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of February 29, 2024, and the results of
its operations and its cash flows for the year ended February 29, 2024, in conformity with accounting principles generally accepted in
the United States of America.
 
Going Concern
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern as disclosed in Note 2 to the financial statement, the Company incurred a net loss
of $6,771 and an accumulated deficit of $10,842 as of February 29, 2024, the Company currently have limited revenue. The continuation
of the Company as a going concern through February 29, 2024, is dependent upon improving the profitability and the continuing financial
support from its stockholders and lenders. Management believes the existing shareholders or external fund providers will provide the additional
cash to meet the Company’s obligations as they become due.
 
These factors raise substantial doubt about the Company
ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of
the uncertainty.
 
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
 
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
 
Critical Audit Matters
Critical audit matters are matters arising from the
current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken
as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on
the accounts or disclosures to which they relate. As of February 29, 2024, there are no critical audit matters to communicate.
 
 /S/ Boladale Lawal
Boladale Lawal & CO (PCAOB ID 6993)
 
We have served as the Company's auditor since 2024
Lagos, Nigeria
June 6, 2024
 
 
12
 
 

Gries
& Associates, LLC
Certified
Public Accountants
501
S. Cherry Street Suite 1100
Denver,
Colorado 80246

 
Report of Independent Registered Public Accounting
Firm
 
 
 
Board of Directors and Shareholders
Alixo-Yolloo Corporation
 
Opinion on the Financial Statements
 
We have audited the accompanying consolidated balance
sheets of Alixo-Yolloo Corporation (the “Company”) as of February 28, 2023 and 2022, and the related consolidated statements
of operations, statements of stockholders’ deficit, and cash flows for each of the two years then ended, and the related notes and
schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of February 28, 2023 and 2022, and the results of its operations and
its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Basis for Opinion
 
These financial statements are the responsibility
of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal
control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
 
13


Going Concern Uncertainty
 
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in note 2 to the financial statements, the Company has incurred
losses since inception of $4,071 and incurred net loss of $1,342 for the year ended February 28, 2023. These factors create uncertainty
as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described
in note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Emphasis of Matters-Risks and Uncertainties
 
The Company is not able to predict the ultimate impact
that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an adverse impact
on the economies and
financial markets of many countries, including the geographical area in which the Company plans to operate.
 
/s/ Gries & Associates, LLC
 
We have served as the Company’s auditor since
2023.
 
Denver, CO
 
June 20, 2023
 
  
 
blaze@griesandassociates.com
501 S. Cherry Street, Suite 1100, Denver, Colorado
80246
(O)720-464-2875 (M)773-255-5631 (F)720-222-5846
 
 
 
14
 
 


ALIXO-YOLLOO CORPORATION
BALANCE SHEETS
 


 
 
February 29, 2024
 
February 28, 2023

ASSETS
 
 
 
 

Current Assets
 
 
 
 

Cash
$
9,073
$
7,511

Other Receivable
 
15,000
 
-

Prepaid Expenses
 
60,800
 
7,000

Total Current Assets
 
84,873
 
14,511

Intangible Assets, Net
 
23,183
 
34,626

TOTAL ASSETS
$
108,056
$
49,137

 
 
 
 
 

LIABILITIES & STOCKHOLDERS’ EQUITY
 
 
 
 

Liabilities
 
 
 
 

Current Liabilities
 
 
 
 

Accounts Payable
$
43,648
$
31,828

Related Party Loan
 
36,350
 
16,380

Total Current Liabilities
 
79,998
 
48,208

 
 
 
 
 

Stockholders’ Equity 
 
 
 
 

Common Stock, $0.001 par value, 75,000,000 shares authorized,
6,695,000 and 5,000,000 shares issued and outstanding as of February 29, 2024 and February 28, 2023, respectively 
 
6,695
 
5,000

Additional Paid-In Capital
 
32,205
 
-

Accumulated Deficit
 
(10,842)
 
(4,071)

Total Stockholders’ Equity 
 
28,058
 
929

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY
$
108,056
$
49,137

 
 
 
 
The accompanying notes are an integral part of these
audited financial statements.
 
15

 
 

 
ALIXO-YOLLOO CORPORATION
STATEMENT OF OPERATIONS
 


 

Year ended
February 29, 2024

Year ended
February 28, 2023

INCOME
 
 
 
 

Sales
$
21,518
$
-

Total income
 
21,518
 
-

Cost of goods sold
 
-
 
-

Gross (Loss) profit
 
21,518
 
-

 
 
 
 
 

EXPENSES
 
 
 
 

General and administrative expenses
$
27,422
$
1,342

Total expenses
 
27,422
 
1,342

 
 
 
 
 

Loss on sale of intangible asset
$
867
$
-

 
 
 
 
 

INCOME (LOSS) BEFORE TAX PROVISION
$
(6,771)
$
(1,342)

 
 
 
 
 

INCOME TAX EXPENSE
 
-
 
-

 
 
 
 
 

NET LOSS
$
(6,771)
$
(1,342)

 
 
 
 
 

WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED
 
5,173,825
 
5,000,000

 
 
 
 
 

BASIC AND DILUTED NET LOSS PER SHARE
$
(0.00)
$
(0.01)

 
 
 
 
The accompanying notes are an integral part of these
audited financial statements.
 
16

 
 

 
ALIXO-YOLLOO CORPORATION
STATEMENT OF STOCKHOLDERS’ EQUITY
Years ended February 29, 2024 and February 28, 2023
 
 


 
 
 
 
 
 
 
 
 
 

 
Common Stock
 

Additional
Paid-in-Capital
 
Accumulated Deficit
 
Total

Shares
 
Amount
 
 
 
 
 
 


Balance as of
February 28, 2022
5,000,000
$
5,000
$
-
$
(2,729)
$
2,271

 
 
 
 
 
 
 
 
 
 

Net income for the period
-
 
-
 
-
 
(1,342)
 
(1,342)

 
 
 
 
 
 
 
 
 
 


Balance as of
February 28, 2023
5,000,000
$
5,000
$
-
$
(4,071)
$
929

 
 
 
 
 
 
 
 
 
 

Common shares issued for cash
1,695,000
 
1,695
 
32,205
 
-
 
33,900

Net loss for the period
-
 
-
 
-
 
(6,771)
 
(6,771)

 
 
 
 
 
 
 
 
 
 


Balance as of
February 29, 2024
6,695,000
$
6,695
$
32,205
$
(10,842)
$
28,058

 
 
 
 
 
 
 
 
 
 

 
 
 
 
The accompanying notes are an integral part of these
audited financial statements.
 
17

 
 

 
ALIXO-YOLLOO CORPORATION
STATEMENTS OF CASH FLOWS
 


 

Year ended
February 29,
2024

Year ended
February 28, 2023

CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 

Net (loss)
$
(6,771)
$
(1,342)	


Adjustments to reconcile net loss
to net cash used in operating activities:
 
 
 
 

Accumulated Depreciation
 
1,443
 
194

Changes in operating assets and liabilities:
 
 
 
 

Decrease (increase) in accounts receivable
 
(15,000)
 
-

Decrease (increase) in prepaid expenses
 
(53,800)
 
(7,000)

Increase (decrease) in accounts payable
 
11,820
 
31,828

Net cash flows used in operating activities
 $
(62,308)
$
23,680

 
 
 
 
 

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 

Intangible assets
 
10,000
 
(34,820)

Net cash flows used in investing activities
$
10,000
$
(34,820)

 
 
 
 
 

CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 

Proceeds from the sale of common stock
 
33,900
 
-

Related-party loan
 
19,970
 
16,380

Net cash flows provided by financing activities
$
53,870
$
16,380

 
 
 
 
 

NET INCREASE (DECREASE) IN CASH
$
1,562
$
5,240

 
 
 
 
 

CASH, BEGINNING OF PERIOD
$
7,511
$
2,271

 
 
 
 
 

CASH, END OF PERIOD
$
9,073
$
7,511

 
 
 
 
 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
 
 
 

Cash paid for interest
$
-
$
-

Cash paid for income tax
$
-
$
-

 
 
 
 
 
The accompanying notes are an integral part of these
audited financial statements.
 
 
18
 
 
 
 


ALIXO-YOLLOO CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2024
 
NOTE 1 – ORGANIZATION AND DESCRIPTION OF
BUSINESS
 
Alixo-Yolloo Corporation (“the Company”)
was incorporated under the laws of the State of Nevada, U.S. on January 17, 2019 (Inception). Alixo-Yolloo Corporation developed a mobile
application 'Alixo'. A mobile application designed to help users identify music tracks based on short samples recorded via their device's
microphone. Alixo-Yolloo Corporation offers an API rental service for music recognition to other applications, utilizing neural network
databases for efficient identification of audio streams.
 
NOTE 2 - GOING CONCERN
 
The financial statements have been prepared on a going
concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business
for the foreseeable future.
 
The Company has generated limited revenues since inception
and incurred a loss of $6,771 and $1,342 during the years ended February 29, 2024 and February 28, 2023, respectively. The Company has
incurred losses since inception resulting in an accumulated deficit of $10,842 as of February 29, 2024 and further losses are anticipated
in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.
 
The ability to continue as a going concern is dependent
upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next
twelve months with existing cash on hand and loans from directors and/or private placement of common stock.
 
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
 
Basis of Presentation
The financial statements of the Company have been
prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
The Company has adopted a February 28 (29) fiscal year end.
 
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount
of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
Cash and Cash Equivalents
The Company considers all highly liquid instruments
purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
 
Fair Value of Financial Instruments
ASC 820 "Fair Value Measurements and Disclosures"
establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value.  The hierarchy prioritizes the
inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
 
 
19


 
These tiers include:
Level 1: defined as observable inputs such as quoted
prices in active markets;
 
Level 2: defined as inputs other than quoted prices
in active markets that are either directly or indirectly observable; and
 
Level 3:  defined as unobservable inputs in which
little or no market data exists, therefore requiring an entity to develop its own assumptions.
 
The carrying value of cash and the Company's loan
from shareholder approximates fair value due to their short-term maturity.
 
Software
The Company follows the provisions of ASC 985, “Software”,
which requires that all costs incurred be expensed until technological feasibility have been established.
 
Impairment of Long-Lived Assets
The Company continually monitors events and changes
in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances
are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will
be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of
those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
 
Property and Equipment
Property and equipment are stated at cost and depreciated
on the straight-line method over the estimated life of the asset, which is 3 years.
 
Income Taxes
The Company follows the liability method of accounting
for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences
attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).
 The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
the enactment date. 
 
Basic Income (Loss) Per Share
The Company computes earnings (loss) per share in
accordance with ASC 260-10-45 'Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face
of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders
by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes al potential common shares if their
effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share
are equal.
 
Dividends
The Company has not adopted any policy regarding payment
of dividends. No dividends have been paid during the period presented.
 
 
20
 


Recent Accounting Pronouncements
The Company has reviewed all the recent accounting
pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have
a material impact on the Company other than those relating to Development Stage Entities discussed above.
 
 
NOTE 4 – COMMON STOCK
 
The Company has 75,000,000 common shares authorized
with a par value of $ 0.001 per share. In July 2021 the Company issued 5,000,000 shares of its common stock at $0.001 per share for
total proceeds of $5,000 to a related party (see NOTE 5).
 
During November 2023 the Company issued 25,000 shares
of common stock for cash proceeds of $500 at $0.02 per share.
 
During December 2023 the Company issued 555,000 shares
of common stock for cash proceeds of $11,100 at $0.02 per share.
 
During January 2024 the Company issued 185,000 shares
of common stock for cash proceeds of $3,700 at $0.02 per share.
 
During February 2024 the Company issued 930,000 shares
of common stock for cash proceeds of $18,600 at $0.02 per share.
 
As of February 29, 2024, the Company had 6,695,000
shares issued and outstanding.
 
NOTE 5 – RELATED PARTY TRANSACTIONS
 
In support of the Company’s efforts and cash
requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate
financing through sales of its equity or traditional debt financing. Amounts represent advances or amounts paid in satisfaction of liabilities.
The advances were considered temporary in nature and were not formalized by a promissory note.  
 
As of February 29, 2024, the Company’s CEO and
sole director had advanced the Company $36,350 to cover the Company's operating expenses, of which $19,970 and $16,380 was advanced during
the years ended February 29, 2024 and February 28, 2023, respectively. The loan is non-interest bearing, due upon demand and unsecured.
 
In July 2021, the Company sold 5,000,000 shares of
common stock at a price of $0.001 per share to its CEO and sole director.
 
NOTE 6 – INTANGIBLE
ASSETS
 
The Company
follows the provisions of ASC 985, Software, which requires that all costs relating to the purchase or internal development and production
of software products to be sold, leased or otherwise marketed, be expensed in the period incurred unless the requirements for technological
feasibility have been established. The Company amortizes these costs using the straight-line method over the remaining estimated economic
life of the product.
 
 
21
 


During the year ended February
28, 2023, the Company acquired application code for $17,820 and database for $17,000. During the year ended February 29, 2024, the Company
capitalized website developments costs for $7,000. In February 2024, the Company sold its database for $15,000.
 
Depreciation
expense of software costs was $2,576 and $194 as of February 29, 2024 and February 28, 2023, respectively.
 
NOTE 7 – COMMITMENTS AND CONTINGENCIES
 
Contractual Commitments
 
The Company has entered into no contractual commitments
as of February 29, 2024. 
 
Litigation
 
The Company was not subject to any legal proceedings
during the period from January 17, 2019 (Inception) to February 29, 2024 and no legal proceedings are currently pending or threatened
to the best of our knowledge.
 
NOTE 8 – INCOME TAX PROVISION
 
Deferred Tax Assets
 
As of February 29, 2024, the Company had net operating
loss (“NOL”) carry–forwards for Federal income tax purposes of $10,842 that may be offset against future taxable income
through 2040.  No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial
statements as the management of the Company believes that the realization of the Company’s net deferred tax assets of approximately
$2,277 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by
the full valuation allowance.
 
Deferred tax assets consist primarily of the
tax effect of NOL carry-forwards which was used to offset tax payable from prior year’s operations. The Company has provided
a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The current valuation of tax
allowance is not applicable as of February 29, 2024.
 
Components of deferred tax assets are as follows:


 
 

Year Ended
February 29, 2024
 
 
 

Year Ended
February 28, 2023
 

 
 
 
 
 
 
 
 

Net Deferred Tax Asset Non-Current:
 
 
 
 
 
 
 

Net Operating Loss Carry-Forward
$
 
10,842
 
 
 $
 
4,071
 

Effective tax rate
 
 
21
%
 
 
 
21
%

Expected Income Tax Benefit from NOL Carry-Forward
 
 
2,277
 
 
 
 
855
 

Less: Valuation Allowance
 
 
(2,277)
 
 
 
 
(855)
 

Deferred Tax Asset, Net of Valuation Allowance
$
 
-
 
 
$
 
-

 
 

 
 
 
 
 
 
 
 
 
 

 
 
22
 


The actual tax benefit at the expected rate of 21%
differs from the expected tax benefit for the years ended February 29, 2024 and February 28, 2023 as follows:
 


 

Year Ended
February 29, 2024
 

Year Ended
February 28, 2023

 
 
 
 
 
 

Computed “expected” tax expense (benefit)
$
(1,422)
 
$
(64)

Change in valuation allowance
$
1,422
 
$
64

Actual tax expense (benefit)
$
-
 
$
-

 
 
NOTE 9 – SUBSEQUENT EVENTS
 
The Company has evaluated subsequent events from February
29, 2024 to the date the financial statements were issued and has determined that there are no items to disclose.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23
 

 
 

 
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
 
There were
changes in auditors from Gries and Associates, LLC to BF Borgers CPA PC in November 2023 and then from BF Borgers CPA PC to Boladale Lawal
& Co in May 2024. The changes were made with no disagreements between the parties.
 
Item 9A. Controls and Procedures
 
Evaluation of Disclosure
Controls and Procedures
 
Our Principal Executive Officer
and Principal Financial Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, our Principal
Executive Officer and Principal Financial Officer concluded that in light of the material weaknesses described below, our disclosure controls
and procedures were not effective as of February 29, 2024. See material weaknesses discussed below in Management’s Annual Report
on Internal Control over Financial Reporting.
 
Management’s Report on Internal Control
over Financial Reporting
 
Management is responsible
for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted
in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the
supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted
an evaluation of the effectiveness of the Company’s internal control over financial reporting as of February 29, 2024, using the
criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO - 2013").
 
A material weakness is a
deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely
basis. In its assessment of the effectiveness of internal control over financial reporting as of February 29, 2024, the Company determined
that there were control deficiencies that constituted material weaknesses, as described below.
 
1. We lack an adequate
internal control structure – Due to the size of the Company we do not have the appropriate control activities, risk assessment procedures,
controls over information and communication, or effective monitoring controls.  
 
2. We do not have
appropriate segregation of duties or adequate accounting resources – The Company has only one employee that does not have sufficient
accounting knowledge, experience, and understanding of US GAAP or SEC rules, therefore no expertise or reviews are in place to ensure
adequate financial reporting. Further, while not being legally obligated to have an audit committee, it is the management’s view
that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial
statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered
to be independent of management to provide the necessary oversight over management’s activities. 
  
 
24
 
 
3. We do not have
appropriate information technology controls – The Company retains copies of all financial data and material agreements; however,
there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft,
misplacement, or loss due to unmitigated factors.  Further there are no IT controls in place to prevent changes to, or misstatement
in, financial reporting.
 
Accordingly, the Company
concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis by the company’s internal controls.
 
As a result of the material
weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting
as of February 29, 2024 based on criteria established in Internal Control-Integrated Framework issued by COSO.
 
Our management is responsible
for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s
management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure.
  
Changes in Internal Controls
over Financial Reporting
 
There has been no change
in our internal control over financial reporting occurred during the year ended February 29, 2024, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
 
Item 9B. Other Information.
 
None
 
PART III
 
Item 10. Directors, Executive Officers, and
Control Persons of the Company
 
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL
PERSONS
  
Our executive officer's and director's and their
respective ages are as follows:
         
 
 
25
 


 


Name
Age
Positions


Rassul Sadakbayev
Business Center Sunkar, Building 47B, Aktau,
    130002 Kazakhstan
44
Director


 
Roman Zhezhel
Business Center Sunkar, Building 47B, Aktau,
    130002 Kazakhstan
44

 
President, Treasurer, Secretary and Director
(Principal Executive, Financial and Accounting
    Officer)

 
Set forth below is a brief
description of the background and business experience of our executive officers and directors for the past five years.
 
Mr. Sadakbayev has served as our Director since the
inception of Alixo-Yollo Corporation on January 17, 2019. Rassul Sadakbayev received an M.A. in Economics and Business in July 2004. Mr.
Sadakbayev served as a senior manager at UpDiasevy LLC in Kazakhstan from 2004 to 2009. From 2010 to 2015. Mr. Sadakbayev held the position
of the Head Financial Manager at Kapaidos Co. Since 2015 to the incorporation date, Mr. Sadakbayev has been acting as an independent business
consultant for various companies in the Republic of Kazakhstan.
 
Roman
Zhezhel holds a diploma from Aktobe College in Kazakhstan. He has received specialized training at the Schlumberger Training Center and
Bj Services Company in Singapore, focusing on the Oil and Gas Industry. Mr. Zhezhel served as a field specialist for various energy companies
in Kazakhstan from 2000 to 2010. Mr. Zhezhel has completed the Data Science Course from MIT Professional Education and obtained expertise
in Machine Learning Engineering for Production (MLOps) through specialization. Mr. Zhezhel consistently enhances his knowledge and expertise
to stay at the forefront of industry advancements. Mr. Zhezhel does not have any full-time employment or business ventures
that require a material amount of his time outside of his duties at Alixo-Yolloo Corporation. As the President, Director, Treasurer, and
Secretary of the company, Mr. Zhezhel is fully devoted to his responsibilities and is actively engaged in driving the operations and strategic
direction of Alixo-Yolloo Corporation. Roman Zhezhel and Rassul Sadakbayev hold directorial roles at Alixo-Yolloo. Rassul Sadakbayev is
in charge of the daily operational activities, including resource management and goal attainment. Roman Zhezhel focuses on the strategic
oversight of product development and management within the company's operations. Initially, our board of directors intends to devote 40
hours a week to planning and organizing the activities of Alixo-Yolloo Corporation. As the company expands and attracts more customers,
they agreed to commit forty hours per week to the business. Company's directors are responsible for all of its operations, including the
development and promotion of the mobile app ‘Alixo’ and the Company´s website.
 
During the past ten years, our directors have not
been the subject to any of the following events:
 
1. Any bankruptcy petition filed by or against any
business of which Mr. Sadakbayev or Mr. Zhezhel were a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being
subject to a pending criminal proceeding.
3. An order, judgment, or decree, not subsequently
reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise
limiting Mr. Sadakbayev’s or Mr. Zhezhel’s involvement in any type of business,
securities or banking activities.

 
26
 


4. Found by a court of competent jurisdiction (in
a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended or vacated.
5. Was the subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more
than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged
in any such activity;
6. Were found by a court of competent jurisdiction
in a civil action or by the Commission to have
violated any Federal or State securities law, and
the judgment in such civil action or finding by the
Commission has not been subsequently reversed, suspended,
or vacated;
7. Were the subject of, or a party to, any Federal
or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to
an alleged violation of:
i. Any Federal or State securities or commodities
law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or
prohibition order; or
iii. Any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity; or
8. Were the subject
of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined
in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity
Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over
its members or persons associated with a member.
DIRECTOR INDEPENDENCE
 
Our Board of Directors is
currently composed of two members, Rassul Sadakbayev, and Roman Zhezhel, who do not qualify as independent directors. In addition, our
board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our
board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Had
our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the
directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and
our management.
 
INVOLVEMENT IN CERTAIN
LEGAL PROCEEDINGS
 
No director, executive officer,
significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K
in the past 10 years.
 
AUDIT COMMITTEE, COMPENSATION
COMMITTEE, AND FINANCIAL EXPERT
 
We do not have an Audit Committee
or Compensation Committee. Additionally, we have no persons currently receiving any compensation due to our start-up nature. Our president
performs some of the same functions of an Audit Committee and Compensation Committee, such as: recommending a firm of independent certified
public accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements,
and their audit report; reviewing management’s administration of the system of internal accounting controls, and determining all
compensation amounts. The Company does not currently have a written audit committee charter or a compensation committee charter or any
similar documents.
  
 
 27
 


We have no financial expert.
We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations,
we believe the services of a financial expert are not warranted.
 
CODE OF ETHICS
 
The Company has not adopted
a formal written code of ethics due to the small size of the organization and start-up nature.
 
Item 11. Executive Compensation
 
EXECUTIVE COMPENSATION SUMMARY COMPENSATION
TABLE
 
The following table sets
forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years February
29, 2024 and February 28, 2023:
 



Name and
Principal
Position
Period

Salary
($)

Bonus
($)

Stock
Awards
($)*

Option
Awards
($)*

Non-Equity
Incentive Plan
Compensation
($)

Nonqualified
Deferred
Compensation
($)

All Other
Compensation
($)

Total
($)


Rassul Sadakbayev, Director
 
 
 

2024
 
0
0
0
0
0
0
0
0

2023
0
0
0
0
0
0
0
0

Roman Zhezhel, Director, President, Secretary and Treasurer
2024
0
0
0
0
0
0
0
0

2023
0
0
0
0
0
0
0
0

 
Our officers and directors have not received monetary
compensation since our inception to the date of this Form 10-K. We currently do not pay any compensation to any officer or any member
of our board of directors.
 
EMPLOYMENT AGREEMENTS
 
The Company is not a party to any employment agreement
and has no compensation agreement with any officer or director.
 
DIRECTOR COMPENSATION
 
The following table sets forth director compensation
as of February 29, 2024 and February 28, 2023:
 
 
28

 
 


Name
Period

Fees
Earned or Paid in Cash
($)

Stock
Awards
($)

Opinion
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)

Nonqualified
Deferred
Compensation
Earnings
($)

All Other
Compensation
($)
  

Total
($)


Rassul Sadakbayev
 
2024
0
0
0
0
0
0
0

2023
0
0
0
0
0
0
0


Roman Zhezhel
 
2024
0
0
0
0
0
0
0

2023
0
0
0
0
0
0
0

 
We have not compensated our directors for their
service on our Board of Directors since our inception. There are no arrangements pursuant to which directors will be compensated in the
future for any services provided as a director.
 
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
 
The following table lists, as of the date of this
form 10-K, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company
to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all
officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management
is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and
Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or
direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right
to acquire beneficial ownership within 60 days.
 
Under the Securities and Exchange Commission rules,
more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner
of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting
and investment power.
 
The percentages below are calculated based on 6,695,000
shares of our common stock issued and outstanding as of the date of this Form 10-K. We do not have any outstanding warrant, options or
other securities exercisable for or convertible into shares of our common stock.
 
 
29


 



Title of class
  

Name and Address of
Beneficial Owner
Amount and Nature of Beneficial Ownership

Percent of
Common Stock

Common Stock

Rassul Sadakbayev
 
Business Center Sunkar, Building 47B, Aktau, 130002 Kazakhstan
5,000,000 shares of common stock (direct)
74.68%

 
Item 13. Certain Relationships and Related Transactions
 
Rassul Sadakbayev is our director, control person
and promoter and he shall receive no compensation for the placement of the offering.
 
On January 17, 2019, we offered and sold 5,000,000
shares of common stock to Mr. Sadakbayev, our Director, at a purchase price of $0.001 per share, for aggregate proceeds of $5,000.
 
Since January 17, 2019 to February 29, 2024, Mr. Sadakbayev
has loaned us $36,350. In general Mr. Sadakbayev certify intention to loan to Alixo-Yolloo Corporation the amount of forty-three thousand
U.S. dollars ($43,000). The loan does not have any term, carries no interest, and is not secured.
 
Item 14. Principal Accountant Fees and Services 
 
The following table sets forth the fees billed to
our company for the years ended February 29, 2024 and February 28, 2023 for professional services rendered by BF Borgers CPA PC and Gries
and Associates, LLC, the Company’s former independent auditors:
 


Fees
 
2024
 
 
2023

Audit Fees
$
22,200
 
$
-

Audit Related Fees
 
-
 
 
-

Tax Fees
 
-
 
 
-

Other Fees
 
-
 
 
-

Total Fees
$
22,200
 
$
-

 
PART IV
 
Item 15. Exhibits
 


Exhibit No.
 
Description

31.1 
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 
 
 

32.1 
 
Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 
 
 
30


 
SIGNATURES
 
In accordance with the requirements of the Securities
Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 


 
ALIXO-YOLLOO CORPORATION

 
 
 

 Date: June 12, 2024
By:
/s/ Roman Zhezhel

 
 

Name: Roman Zhezhel
Title: Chief Executive Officer (Principal Executive
    Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)

 
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities indicated.
 


Signature
 
Title
 
Date

 
 
 
 
 


/s/ Roman Zhezhel
Roman Zhezhel
 

President, Treasurer, Secretary and Director
(Principal Executive, Financial and Accounting Officer)
 
June 12, 2024

 
 
 
 
 


/s/ Rassul Sadukbayev
Rassul Sadukbayev
 
Director
 
June 12, 2024

 
 
 
 
31


